SEC Form 4 · accession 0001501364-19-000034

United Financial Bancorp, Inc. · UBNK

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Brandon Craig Lorey

Officer — EVP

Period of report

Feb 25, 2019

Accepted (ET)

Feb 27, 2019 · 4:22 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001501364

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^{F1,F2,F3,F4,F5,F6,F7,F8,F9,F10,F11,F12,F13}	Feb 25, 2019	M	4,540	$12.87	A	49,233	D
Common Stock^{F1,F2,F3,F4,F5,F6,F7,F8,F9,F10,F11,F12,F13}	Feb 25, 2019	S	4,540	$16.13	D	44,693	D
Common Stock^F14	holding	—	—		—	3,504	I	By United Bank 401(k) Plan
Common Stock	holding	—	—		—	3,000	I	Held in IRA

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Options^F18	$12.87	Feb 25, 2019	A	4,540	D	Feb 11, 2013	Feb 11, 2023	Common Stock	25,836	20,846	D
Stock Options^F15	$13.25	holding	—	—	—	Jun 21, 2013	Jun 21, 2023	Common Stock	14,835	14,835	D
Stock Options^F16	$13.73	holding	—	—	—	Jun 20, 2015	Jun 20, 2024	Common Stock	6,887	6,887	D
Stock Options^F15	$13.73	holding	—	—	—	Jun 20, 2015	Jun 20, 2024	Common Stock	2,295	2,295	D
Stock Options^F17	$13.25	holding	—	—	—	Jun 21, 2013	Jun 21, 2023	Common Stock	4,945	4,945	D

Explanation of responses

F1Includes 2,632 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 3,389 shares vest in equal 33% increments over a three year period, the first 33% vesting on November 22, 2017 and the subsequent vesting on each annual anniversary of the grant date thereafter. The reported number of shares is net of 757 shares withheld by the Issuer for tax withholding purposes.
F10Includes 3,389 restricted stock shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan and cliff vest on December 31, 2019, if, and only if, United Financial Bancorp, Inc. meets certain performance goals.
F11Includes 3,916 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 4,381 shares vest in equal 33% increments over a three year period, the first 33% vesting on November 22, 2018 and the subsequent vesting on each annual anniversary of the grant date thereafter. The reported number is net of 465 shares withheld by the Issuer for tax withholding purposes.
F12Includes 7,803 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 7,803 shares vest in equal 33% increments over a three year period, the first 33% vesting on November 19, 2019 and the subsequent vesting on each annual anniversary of the grant date thereafter.
F13Includes 7,803 restricted stock shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan and cliff vest on December 31, 2021, if, and only if, United Financial Bancorp, Inc. meets certain performance goals.
F14Shares allocated to the account of Mr. Lorey under the United Bank 401(k) Plan, of which all shares are vested.
F15Stock options granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan and will become exercisable in four equal annual installments of 25%, with the first installment to vest on the grant date and an additional 25% to vest on each annual anniversary of the grant date thereafter. Pursuant to the Agreement and Plan of Merger, dated November 14, 2013, at legal close on April 30, 2014, all options became 100% vested and exercisable.
F16Stock options granted pursuant to the Rockville Financial, Inc.'s 2006 Stock Incentive Award Plan and will become exercisable in five equal annual installments of 20%, with the first installment to vest at the one year anniversary the grant date and an additional 20% to vest on each annual anniversary of the grant date thereafter.
F17Stock options granted pursuant to the Rockville Financial, Inc.'s 2006 Stock Incentive Award Plan and will become exercisable in five equal annual installments of 20%, with the first installment to vest on the grant date and an additional 20% to vest on each annual anniversary of the grant date thereafter. Pursuant to the Agreement and Plan of Merger, dated November 14, 2013, at legal close on April 30, 2014, all options became 100% vested and exercisable.
F18Stock options granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan and will become exercisable in four equal annual installments of 25%, with the first installment to vest at the one year anniversary of the grant date and an additional 25% to vest on each annual anniversary of the grant date thereafter.
F2Includes 900 Shares of Restricted Stock granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan. The original grant of 1,358 shares vest in four equal annual installments of 25%, with the first installment to vest on June 21, 2013 and an additional 25% to vest on each annual anniversary of the grant date thereafter. Pursuant to the Agreement and Plan of Merger, dated November 14, 2013, at legal close on April 30, 2014, all shares became 100% vested. The reported number of shares is net of 458 shares withheld by the Issuer for tax withholding purposes.
F3Includes 868 restricted shares granted pursuant to the Rockville Financial, Inc. 2012 Stock Incentive Plan. The original grant of 1,310 shares vest in equal 33% increments over a three year period, the first 33% vesting on June 20, 2015 and the subsequent vestings on each annual anniversary of the grant date thereafter. The reported number of shares is net of 442 shares withheld by the Issuer for tax withholding purposes.
F4Includes 3,566 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 5,386 shares vest in equal 33% increments over a three year period, the first 33% vesting on November 18, 2016 and the subsequent vesting on each annual anniversary of the grant date thereafter. The reported number is net of 1,820 shares withheld by the Issuer for tax withholding purposes.
F5Includes 3,025 restricted shares granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan. The original grant of 7,770 shares will vest in four equal annual installments of 25%, with the first installment to vest on the grant date and an additional 25% to vest on each annual anniversary of the grant date thereafter. Pursuant to the Agreement and Plan of Merger, dated November 14, 2013, at legal close on April 30, 2014, all shares became 100% vested. The reported number of shares is net of 2,745 shares withheld by the Issuer for tax withholding purposes and 2,000 shares sold on the open market.
F6Includes 1,281 shares of restricted stock granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan. The original grant of 2,621 shares cliff vested on June 30, 2017 if and only if, United Financial Bancorp, Inc. meets certain performance goals. Not all requirements were met, and as a result, this transaction represents the distribution of the original 2,621 granted shares decreased by 656 shares for not meeting those performance requirements. The reported number of shares is net of 684 shares withheld by the Issuer for tax withholding purposes
F7Includes 5,386 restricted stock shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan and cliff vest on December 31, 2018, if, and only if, United Financial Bancorp, Inc. meets certain performance goals.
F8Includes 894 restricted stock granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan. Pursuant to the Agreement and Plan of Merger, dated November 14, 2013, at legal close on April 30, 2014, the original grant of 1,358 performance shares became 100% vested at target. The reported number of shares is net of 464 shares withheld by the Issuer for tax withholding purposes.
F9Includes 3,231 restricted stock shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan and cliff vest on December 31, 2020, if, and only if, United Financial Bancorp, Inc. meets certain performance goals.